CEO Kevin Helmick received total compensation of $1,644,243 in 2025, which is reasonable for a community bank CEO at FMNB's roughly $727 million market cap and is not flagged as excessive relative to the sector and size benchmark. The pay program is heavily performance-oriented: roughly 55% of Mr. Helmick's pay came from variable compensation (annual bonus of $536,250 and stock awards of $331,913), satisfying the policy's requirement that at least 50–60% of senior executive pay be at risk. Annual incentive metrics — adjusted EPS, pre-tax pre-provision income, and return on average assets — are objective and tied to financial outcomes, and the company achieved maximum performance on all three in 2025; long-term awards use relative ROE and relative TSR versus peers over three-year periods, providing genuine performance linkage. Prior Say on Pay support exceeded 85% at the 2025 annual meeting, well above the 70% threshold that would require remediation, and the company maintains a Nasdaq-compliant clawback policy.

Non-audit fees (audit-related fees of $46,074 plus tax fees of $45,440, totaling $91,514) represent approximately 13.5% of core audit fees of $679,000, well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the filing, so the tenure trigger cannot fire under policy. No material restatements were disclosed, and Crowe LLP is a large national firm appropriate for a company of FMNB's size and complexity.